


Hear No Evil

by zulu



Category: Buffy the Vampire Slayer
Genre: 04-08, F/F, Telepathy
Language: English
Status: Completed
Published: 2004-08-03
Updated: 2004-08-03
Packaged: 2017-10-02 00:57:32
Rating: Not Rated
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 18,181
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/942
Author URL: https://archiveofourown.org/users/zulu/pseuds/zulu
Summary: <blockquote class="userstuff">
              <p>A demon's aspect changes everything.</p>
            </blockquote>





	Hear No Evil

**Author's Note:**

> Spoilers through "Earshot". August 3, 2004.

**Hear No Evil**

Faith wasn't following the rules.

The Boss had laid it down, plain as day--no unauthorized slaying. If her little friends wanted Buffy Summers to be the 'real' slayer, then they could let her do all the work--the better to keep her occupied, off-balance, distracted, and tired.

"Besides," he'd said, the little smile lines around his eyes crinkling up in that menacing, happy way they had, "one wrong move and you might be staking a personal friend of mine. And that just wouldn't do, Faithy. People who kill my friends have a nasty habit of turning up as the sacrifices in some..." Here he'd paused, chuckled, and shook his head, as if remembering a fun day at the beach, "...some pretty torturous satanic rituals. We wouldn't want that, now, would we?"

No, she didn't want that, and she believed him, but...here she was, making her way through Shady Glens Cemetery, a stake in one hand and the kick-ass knife the Boss had given her tucked inside her jacket. It wasn't that she was _stupid_, or that she thought she wouldn't get caught--because the Boss knew everything, it seemed, whether you told him or not--it was just that she _had_ to slay. It started out as an itch between her shoulderblades the instant the sun sank beneath the sea, and it kept growing until she was pacing the apartment, cracking her knuckles, hardly able to sit still long enough for a single game of Mortal Kombat.

Sometimes she fought it by going to the Bronze and dancing it out, or picking somebody up for a quick trip to the women's washroom or the back alley--any port in a storm. But more often than not the little Scoobies would be there, all comfy and smiling and making dumb jokes like it didn't matter for a minute that Faith wasn't on their side anymore. It was bad enough when Xander or Red were there, all stupidly oblivious, but whenever B arrived--smiling that I'm-a-princess smile, all bright and enthusiastic even though Faith had practically stolen Deadboy out from under her--still dancing and laughing and having a good time and fucking _happy_ with her wonderful perfect good-girl life--

Well, sometimes she just had to slay.

When she'd patrolled with B she'd walked through the cemeteries like she owned the whole fucking world, and everyone should just wise up and deed it over to her. She mostly let B lead the way, but she never let any of the undead forget for a moment that a Slayer was passing by. The morons came out in droves to have a chance at them, and she'd take her time, beat on them as much as she wanted, taking them down with big sweeping moves.

Alone, she fought more like B--close in, quick jabs and quicker kills--except that she never talked to them. Oh, she was having as much fun as always, but she had no need to quip to her victims before she dusted 'em. All she needed was the savage joy of plunging a stake home in that sweet spot between their ribs. That, and a pass by the darker bars afterwards, where they looked her leathers up and down and never asked for ID.

So maybe she was still helping B. Still fighting the good fight. Taking out more than her share of vamps every night. Not that B would care if she knew. After you hold a knife to someone's throat, and feel theirs next to yours, you stop caring about the small things. _Help?_ she'd ask, looking like she'd just found something foul on the bottom of her shoe. _You're only doing it to get yourself off. I'm doing it as some sacred bullshit Slayerly duty._

"Yeah, well, fuck you," she whispered to the Buffy-voice in her head. She felt all tight and twitchy-scratchy, like there were demons nearby, and she slipped a hand into her jacket to feel the warm steel of the knife in her pocket. She shivered, a quick, compulsive spasm, and twisted around.

There were two white scaly wormy-looking demon things creeping through the bushes behind her. Faith grinned, slipped her stake into her pocket, and came out with the knife. Its razor edge glinted in the moonlight, and she tipped it back and forth, enjoying the way the demons paused and looked at each other, then at the shine of reflected light in her hand. Neither one had a mouth, but she figured they were talking in their own way--probably something about how two-to-one wasn't so fair when the _one_ in question had a dagger and an eager smile.

They both turned and ran at the same instant, and Faith gave chase. They were quicker than they looked, but she caught up with the slower one by the kiddie park and yanked it backwards. It was even uglier close up, and had a stink to it, but it knew how to fight, and as far as Faith was concerned, that was the important thing.

It tried to grapple with her, but Faith knew better than to get close to something twice her size, and she swung a high kick that knocked it flat. She got in a flurry of short hard punches, and it came back with a wide swinging blow that caught her on the shoulder and numbed her arm. She nearly lost the knife, and quickly switched hands. It rushed her again, and she planted her boot in its stomach. It staggered back, and then, from behind, she felt the other one coming--too late. It tackled her, but she twisted underneath it and buried her knife to the haft in its side, digging through lungs and guts and whatever else demons had for insides. Its blood spurted over her hand, all silver and sort of glowy, but she didn't much care, because at least it was dead and the other one was running.

Faith thought about chasing it down and gave it up as a bad job. She kicked the dead one at her feet and rubbed her shoulder. There'd be a bruise for an hour or so, but she'd certainly had worse. The shiny goop of its blood had disappeared from her skin. Weird. She shoved the knife back in her pocket and idly scratched the back of her hand. The kill had left her feeling better, anyway, ready to eat a cheeseburger or four and to see who was left standing after last call at the Bronze...and whether they could still stand after _she_ was finished with them.

Not likely.

And with any luck, she could tell the Boss she'd spent the night playing Atari and practicing her putting and he'd be too busy reading Marmaduke to ask her more.

* * *

Faith grabbed the latest X-Men comic off her pile of reading material and cranked the volume on her CD player. She propped her feet up on the table and flipped to her place, leaning the chair onto its back legs. She'd just settled in to the story when there was a knock on the door.

"Come on in," she yelled over the music. "It's open." She figured if it was somebody complaining about the noise, she could just toss them out on their ass, and if B and them had somehow found her, she could do the same.

The Boss came in, _tsk, tsk_ing as he locked the deadbolt behind himself. He looked at Faith and shook his head. "That's not very safe, in a neighbourhood like this one," he said. "Who knows who might waltz right in?"

"I'm a Slayer," Faith said. "Not a problem, way I see it."

"You're a tough one, firecracker, but we don't need the world knowing that." The Boss walked over to the CD player and shut it off. "Now, I have some things to discuss with you." He frowned. "Hey. Faith. Feet off the table. That's not polite...or sanitary."

Faith shrugged and slammed her feet to the floor. "Okay, Boss. What's up?"

The Boss took out a handkerchief and wiped the table where her boots had been, then tossed it into the garbage can. _The world could do with more neatness and fewer slobs like her. Ah, well, to each tool its purpose..._

"What?"

The Boss raised an eyebrow. "I haven't started yet."

"No, what you said just now--" Faith stared at him suspiciously. "Didn't you say--"

"Yes?" He looked at her patiently, but his voice continued somewhere just on the edge of hearing. _I might miss my tee time if she takes long to understand some simple instructions. If that PTA dad plays through past me one more time I swear I will roast him like a chestnut. I wonder if they still roast chestnuts somewhere in this town? _

Faith jumped to her feet. "What the fuck are you talking about?"

"Really, Faith! Language!" _Stupid little girl. If I could use anyone else to kill the Slayer...then, I suppose, beggars would ride._ He shook his head and smiled.

"You--you want me to--" Faith cut herself off. The Boss peered at her suspiciously, and she knew better than to feel comfortable with that curious, amused gaze focused on her. She'd seen what happened to others who earned his interest like that. But what the hell was going on? How could she--was she hearing his _thoughts_?

"Nothing too important, really," he said, but he was staring at her like she was suddenly all too interesting--like a vamp finding a puppy tied up in a cemetery. "Just a few little distractions for Buffy Summers." _She won't kill her without a struggle yet. Really must do something about those pesky morals. If I have to act proud and paternal around her one more time I think I might be sick...I hope I have enough moist towelettes._

Faith took a step back, feeling like she'd been sucker-punched by B. He'd been faking all this time--he didn't give a shit about her. She didn't even know why she was surprised.

"Are you feeling all right, Firecracker?" His eyebrows drew together in a frown of concern, and Faith nodded.

"Fine. I'm--" Faith shook her head to clear out the extra voice swirling around inside, but it insisted on being heard.

_If I have to kill this one, too, I don't know where I'll get someone to take on her responsibilities,_ it said. It was soft, reflective, with just a little edge of cheerful good humour. Fuck, it sounded exactly like the Boss when he talked out loud. _It can be so difficult finding appropriate candidates for these positions...and without Alan I'll have to interview them myself, I suppose._

"--fine." She didn't know what was going on and there was no way she could ask him. He'd kill her for sure if he knew she could hear what he was thinking. "You want me to distract B? Got something in mind? Maybe I could just knock her around a bit."

The Boss laughed. "Now that's my Faith." _She's up to something._ "But it's not very subtle, is it? After all, I think you'll agree Buffy and her vampire outplayed you last week, hmm?"

Faith scowled. She shifted from foot to foot, hating B for that psych-out, but hating the Boss more for what he'd been thinking. "I nearly took her out."

_Good, she's still bothered by that. Such an easy one to manipulate. Well, as long as she follows instructions, I'll let her live..._ "And you can again, I'm sure. Now, Faith, I need you to find her weaknesses...what would hurt her the most. Removing Angel? Her mother, perhaps?" The Boss smiled gently. _How far will she go?_ "Remember, these are just ideas. We don't want to be hasty."

"Yeah. Whatever." Faith kicked at the table leg. He thought she was soft, that she wouldn't do what he asked. If she wanted to keep her skin intact, she'd show him she could hurt B with the worst of them. "I could dust soulboy if you wanted."

_Of course she's jealous. Poor, petty girl. Probably doesn't even know she's in love with the Slayer._ "Well, it's something to keep in mind." The Boss took out another handkerchief and wiped his hands, then put it back. "For now I want you to watch her. No confrontations, now, you understand?"

"Yeah." Faith tried to grin, like she was excited, like she hated B and wanted to hurt her. Like she hadn't heard that about her loving B. Because she didn't. That was just stupid. Even the Boss could have some stupid thoughts now and then.

He smiled back at her. "That's my girl." _I wonder if my new putter is ready?_

"Right." Faith edged towards the door, trying to get him to leave. "No time like right now." He finally left, and his thoughts faded away as he went.

Faith grabbed her jacket and headed out. She needed to know what the hell was going on, and there was only one place she figured she could get help--Sunnydale High library, and the Scoobies.

That is, if they would even listen to her.

* * *

Faith snuck into the high school when she knew everyone was in class. As soon as the door closed behind her, voices came in a wave that nearly overwhelmed her--thinking _if x is pi then y is...huh?_ and _damn kids wouldn't do their homework to save their lives_ and _I can't believe she wore the same thing as me_ and _I wish I was dead_.

Faith put her hands to her ears and glared at the empty hallway. If she concentrated, she could block out most of it, but it still felt like she was surrounded by the entire school, all having different conversations at a yell. She shook her head and went to the library, taking a roundabout route to avoid Snyder's approaching thoughts.

Maybe it was just the regular library quiet, but everything calmed down once she was through the doors. She could hear Giles in the back office, reading, the words of his book coming in loud and clear. She went up to the check out desk, cautiously, knowing that she wasn't exactly going to be winning any popularity awards around here any time soon. Not as long as they all had Little Miss Perfect to take care of their evil for them...up to and including her.

_Hmm, should check the Codex...maybe cross-reference it with Humphrey's Grimoire..._ Giles stepped out of the office, a cup of tea in one hand, the book he was still half-reading open in the other.

"Hey, G-man." Faith tapped her fingers on the countertop, trying not to look as nervous as she felt.

Giles looked up and froze, his fingers tightening on his cup, and closed the book with a snap. Faith grinned at him, trying to look as badass as possible. She was pretty impressed with him, really--Wesley would have screamed like a girl and probably pissed himself if she'd startled him like that. But he didn't need to know that. He put down his tea and the book, slowly, like he was trying not to provoke a mad dog. Which was pretty much what his thoughts were saying.

_The tranquilizer gun under the counter...I think I can reach it before she comes closer..._ "Hello, Faith."

Faith watched his hands slide out of sight. "No offense, G-man, but we both know I'm the quicker draw, right? And if I was here to mess you up, I think I could still get a few good ones in before the tranqs kicked in. So maybe you want to get on this side of the counter before I start thinkin' you aren't being very friendly."

There was no outward sign that he'd been affected by her words, but the fear in his thoughts was very satisfying. He brought his hands back up and came around the counter. "What can I do for you, Faith?"

Faith shoved her hands in her pockets. She didn't want to be here, and she hoped to get out before any of the Scoobies showed up. This hearing thoughts thing was pretty awesome...she could hear enemies coming, she could have the upper hand in confrontations, and she could out-think even Giles. But she knew better than to trust any ability that suddenly popped into her head on a Hellmouth. Plus, her hand still itched, and she was getting a monster headache from being around so many people--the thoughts of everybody in town pressing against hers. This was obviously not going to end well if she just ignored it. She eyed Giles up and down, noticing how tense he was, and decided he was even less impressed with her being here. Best to get it out of the way all at once. "I got a problem."

"And you think I would be willing to help you?" Giles asked, his voice steady and dangerous. His mind was still scared, though, and Faith gave him a lazy grin.

"Yeah, I think you will." She walked towards him, wondering if he'd flinch. He didn't, but his thoughts said it had been a pretty close call. She brushed by him to sit in Buffy's regular chair at the Scooby table. She'd show him. She was a Slayer, too, Goddamn it, and it was about time he started acting like it.

"What seems to be the trouble? Does betraying your calling not sit well with you anymore?" He'd turned to watch her, but he was standing stiffly, as far from her as the space allowed.

Faith felt a flash of anger--the G-man would defend _his_ Slayer to the death, no matter what a bitch she'd been--but she didn't show it. Much as it hurt her pride, she needed him. "I go where I'm appreciated," she said. It started out sounding strong, defiant, but halfway through she remembered what the Boss had been really thinking about her all this time, and she trailed off into a mumble. Damn him. Damn Giles.

"Listen, I killed these demons the other night--" she started.

_Probably utterly innocent creatures..._

"You don't know that!" she said, thumping a fist down on the table. "All demons are evil in the end. What do you think, I go looking for the ones that haven't done anything wrong...at least, not while they're sucking up to B about being _ reformed_?"

Giles' eyebrows rose and he started to clean his glasses, but she'd caught the trailing image in his mind: _Jenny...lying on the bed...rose petals on the stairs and Bolero floating in the air..._ "You heard what I thought," he said flatly.

"Yeah. I did. And I wanna know what it means."

"I have no intention of helping you, Faith. The fact that you believed otherwise shows that you might be able to read minds, but you are still deluding yourself. You are a tool of the Mayor's. You're still refusing to face the consequences of your actions." Giles settled his glasses back on his nose and turned his back on her.

She tried to hear what he was thinking, but all of a sudden it was like a door had slammed down. His thoughts were a bunch of nonsense--_'Twas brillig and the slithy toves did gyre and gimble in the wabe. All mimsy were the borogroves, and the mome raths outgrabe..._

"Hey!" Faith jumped up from the table and grabbed him by the shoulder before he could get back to the office. She spun him around, fighting not to hold him too hard and hurt him. "Listen, G-man..." She saw his frown, and amended, "Giles. Look. I know, okay? I could hear him, the Boss...I mean, the Mayor. And you're right, okay? That make you feel better?"

Giles brushed her hand off his shoulder. "No." _And as in uffish thought he stood, the Jabberwock with eyes of flame came whiffling through the tulgey woods, and burbled as it came..._

Faith backed up a step, trying to shake the poetry out of her head. "Could you lighten up with the Jabberwock?" she asked. "I...my head hurts."

Giles looked at her more closely. "It's painful?"

Faith rubbed the back of her neck with one hand, frowning at him. "It wasn't at first. But there's a lot of people around, you know? They think too much."

"How far can you hear?"

"The whole school...maybe more." Faith closed her eyes and fought to get back to the point where she'd been in charge of this conversation. "Lay off my case, G-man. You help me, or--" She paused and glared at him, trying to find his worst thought. "Or I'll tell B how you and Mrs. S. bumped uglies on the hood of a cop car."

Giles opened his mouth to say something, but nothing came out. The last stanza of the Jabberwocky faded out of his mind. Pressing her advantage, Faith added, "Twice."

Giles went red. "Fine. You have my co-operation. But, Faith...there can be no going back to the Mayor once this ends. If you know his thoughts, you know he cannot possibly truly care for you."

"Yeah." Faith turned away. "Let's just get this over with. I want to get out of here--"

Before she could finish, she heard them coming--Red, Xander, Oz, and Cordy. She spun to face the library doors, her fists clenching. The doors swung open and they all walked in, their words and thoughts babbling together. They shut up as soon as they saw her, but their thoughts kept going. It sure as hell wasn't flattering.

Xander opened his big mouth first. "You know, I was just thinking it would be great if people who turned traitor on us and hurt our friends visited us more often."

"No, you weren't," Faith said. "You were thinking about getting Cordy into the broom closet during study hall."

"What?" Xander asked, looking sideways at Cordy. "That's really...what?"

"Why are you here, Faith?" Red asked, glaring at her through narrowed eyes.

"That's cold, Red, it really is." Faith put her hands on her hips. "I'm giving up evil, I came to see if Soulboy had support group I could join. Because you guys forgive just about anybody once they say they're going good, right? I wanted to jump on the bandwagon."

_She's laughing at us because she thinks she can get away with it. She's probably just here to spy on us. Why hasn't Giles thrown her out?_

"As if he could," Faith muttered, mostly to herself, but Red heard her anyway.

"You were listening to me think!" she said. "Giles, Faith was listening to me think! Wait, how'd she do that?" She looked suspiciously at Faith and thought, _ Skank!_

"Thanks." Faith matched Red's glare with her own. "It's better than dressing like a runaway circus tent, anyway."

Giles stepped between them and held his arms out as though to separate them. "It would appear that Faith has gained the ability to read minds," he said. "We're going to research the problem and see if we can reverse the effect."

"Research it? Why not just let her suffer knowing what we all really think of her?" Red said.

"Would you prefer that someone who has proved willing to join with the Mayor be able to know exactly what our plans are?" Giles asked. "It's better that this ends, as soon as possible."

"But we don't have any plans," Xander said. The other three turned and glared at him. "What? We don't. She probably heard it from Giles first."

"Actually, as a Watcher, I have ways of shielding my mind against telepathic intrusion," said Giles. Faith grinned at him--he was a pretty smooth liar--but he ignored her and continued, "But thank you, Xander. Confirming our lack of strategies was an excellent idea."

_I don't see how any of this concerns me._ "I don't see how any of this concerns me," Cordy said with an impatient sigh.

"Giles is right," Red said. "The sooner we figure this out, the sooner we can get rid of her. And when Buffy comes--"

"There will be no fighting," Giles said. "Faith came to me of her own free will. She is not our prisoner."

"Too bad," Red said, and went to the table. Oz followed her, passing Faith with only a mild glance.

_We are the sum of our thoughts. If Faith knows all we think, then she knows all that we are. If she knows all that we are, then we are within her. We are in Faith. Faith is all of us._ "Huh," Oz said.

Faith just stared at him. "Whoa, Oz, that's deep."

Oz looked at her sideways. _If Faith is me, then I am Faith. That which she does, we have all done...there is no evil in her that is not in all of us. When she looks into the abyss, the abyss looks into her._ "I guess."

"Thanks," Faith said. "I think."

_She knows what Oz is thinking. I don't know what he's thinking. She's going to know him better than I do...that's not fair. She's evil. Why couldn't someone good get telepathy when we need it?_

"Hey, Red, it's not like that. And I'm not fucking evil, okay? I just--" Faith stopped. There was really nowhere to go from there, and Red wasn't going to believe her anyway.

_I hate how she can hear what I think. I don't want to be here, near her. She's just going to screw us over...she's going to hurt Buffy again._

"When did I hurt Buffy?" Faith asked. "She's the one who played me. She got herself into that. Deadboy didn't even go for me. His loss."

Red stood up, her face set and resolved. "Get the hell out of my head, Faith." _ I can't stay here. She's going to hear it all...I've got to warn Buffy._ "I'm leaving. Giles, I'll come back and research later, okay?"

"All right, Willow." Giles set a stack of books on the table. "But be aware that we might not have much time to work on this. It could get worse before it gets better."

Faith fidgeted, watching Red and Oz leave the library. "That's not very reassuring, G-man."

"It wasn't meant to be." Giles pointed to a book. "You may start with that one. Look for pictures of the demons you fought before this began."

Faith took the huge volume and tried to settle down with the others to a bout of researching. She tried to shut out the sound of the words they were reading and push aside her growing headache. But soon Xander was thinking so loudly that it was impossible to ignore him. Faith shoved herself back from the table and eyed him. He was pretending to read, but she could hear his internal babble.

_Don't think about sex. Don't think about naked Faith. Oh, my God. Sex. Naked Faith. Sex with naked Faith. Stop it! Think about something else. Buffy's something else! Buffy. Naked Buffy. Naked Buffy with naked Faith. Sex with naked Buffy and naked Faith..._

She rolled her eyes and burst out, "Jesus, Xander, tone it down, would you? It ain't gonna happen. Ever again." Faith paused, grinned at the others, and then quirked an eyebrow at him. "At least, not with you there."

_Oh, my God. She heard it all. And she--does that mean--with Buffy--oh my God..._

Cordelia smacked the back of Xander's head. "Stop thinking!"

Xander cringed and lifted a hand to his head, his face still beet-red. _ Buffy and Faith. Faith and Buffy. Buffy and..._ "I, um, I think I gotta--I mean, uh--sorry. Bye."

"Yeah, don't ruin your pants over me, stud," Faith called after him, disgusted with the fading sounds of his thoughts. She met Cordy's glare evenly. "Hey, not my fault if your boy's not satisfied by the broom closet."

_Bitch_. "You know, bitch is a good look on you, Faith," Cordelia shot back. _It makes last week's fling with utter stupidity seem like the good old days._ "It makes last week's fling with utter stupidity seem like the good old days." _I don't see why we're helping someone who's gone evil._ "I don't see why we're--"

"Yeah, Cordy, I get it. Think faster, maybe your brain won't miss your mouth next time." Faith slammed herself down into her chair sideways, dangling her feet over its arm. Cordelia gave a disgusted snort and stormed out of the library.

Giles stared at her mildly. "You do have a talent for alienating people who could be your friends," he said. _Poor child. She's had a difficult life...lost her Watcher...now this. If only they could forgive her; if only she didn't insist on hiding herself behind her independence. Hard to believe she's only just turned sixteen. Though, of course, I was just like her at that age. Perhaps I'm not one to talk_.

"I don't need your pity," Faith said. "And you suck at shielding your thoughts."

"It's not pity. It's compassion." Giles tilted his head. "You'd do well to know the difference." _And I am capable of shielding. If I choose not to, it is only to show you that minds cannot lie. This is trust, Faith. Value it for what it is._

Faith didn't know what to say. She wanted to think he was trying to trap her by playing nice, but she couldn't. He was right; she could feel it. His mind couldn't lie to her. The things she was hearing were true, no matter how people felt about them. And after coming here in broad daylight, she knew she couldn't go back to the Boss. He'd make her into fondue. Maybe she could come back, sort of, apologize to Red and B, and try to make it right. Maybe--

Again, she heard the babble of thoughts before the library doors swung open. It was B, bright and airy and unconcerned. Obviously Red hadn't found her and told her Faith was there. She came in, smiling, but the smile disappeared the moment she saw who was sitting at the table.

"Faith," she said, quietly, but her mind was screaming rage and revenge and jealousy and embarrassment. Faith stood up and walked towards her, Giles following behind her.

"Listen, B--" she started, and then one voice rose over all the others in her head.

_THIS TIME TOMORROW I WILL KILL YOU ALL._

Faith stumbled and fell forward into B's arms, clutching her head, and the world went dark around her.

* * *

_Please be okay, please be okay, please be okay..._

That thought was running in circles through Faith's mind as she woke up, wondering where she was and how she'd gotten there. Wherever it was, it was soft and warm and--moving. She was being carried. She'd fallen...and apparently B had caught her. The slimy horror of the last thought she'd heard--_this time tomorrow I will kill you all_\--was still there, in the back of her mind, but it was overtaken by the sheer closeness of B's worry and concern.

What had happened to all the anger she'd been about to blast Faith with in the library?

Faith didn't have time to find out, because waking up brought back the headache, and she moaned in pain. All at once B stopped and set her down. She squinted her eyes open and saw they were on the lawn across the street from the school. Giles and B leaned over her, both of them thinking at once.

_She's vulnerable._

Is she awake?

I was wrong to make light of this.

I need her...Faith...damn it--

It could kill her...

\--after everything she's done I still--

...or worse. It could

want her--

drive her insane...

Faith!

Faith pushed herself up, holding her head. "Shut up! Shut up, just--both of you--stop thinking!"

"What's she talking about?" asked B, staring at Giles. "Why's she like this? Why's she even here?" _After what happened last week...she came back..._

"Faith slayed a demon whose blood imparted an aspect of itself to her," Giles said.

"Giles! English would be helpful here." B was looking angry again, the cold and distant anger that she'd shown when Faith had staked that guy...Alan. But now Faith could see behind it to the fear. _Why is it hurting her? Will she be all right?_

Why did B care so much?

"She can hear thoughts," Giles said. "It's not something that she can control, and it seems to be getting worse." _Will Buffy react like Willow did? Can no one help her? It's no longer my duty, but I am still a Watcher..._

_She can hear me? Oh, my God. What was I thinking? Did she hear it all? When I was carrying her? She was so soft and--shut up, shut up, she can hear you--_

Faith shook her head, knowing it would do no good but needing to distance herself from all the minds around her. She didn't want to know what B was thinking, even. It felt wrong--worse than knowing about everyone else around her--like she was invading B's privacy. And none of it made sense, anyway. B hated her. She knew that. "I--I'm fine. I gotta go back." She shoved herself to her feet, but nausea and dizziness gripped her and she nearly fell. B was holding her again, helping her to sit back down.

"Stay right here. You need--" B waved one hand helplessly at Giles. The other one was still wrapped around Faith's shoulders, keeping her upright. "Giles? What does she need?"

"I don't know yet. I had only just found the information on the demon she killed when she fainted. I'll need to do more research."

"No!" Faith struggled in B's arms, but it felt like all her strength had leaked away. "You gotta listen to me--there was someone in the school who was gonna kill everyone. I mean, there was a voice--thought--whatever. I gotta go back and find 'em."

"Wait a moment, Faith. You can barely stand." Giles sighed. _This is affecting her quite badly...it's best if we keep her away from too many people's thoughts._ "Buffy, do you think you could gather the others? We need to find a cure for Faith as well as, apparently, a murderer in our midst."

"You believe her? About the voice? And--well, everything?" B asked. She was still trying to sound harsh, but Faith knew it was just a front, and hated that she knew. Enemies she understood. This was getting weird, complicated. She shivered in the breeze and B hugged her tighter. _Faith's so warm..._

"Yes, I do. And, Buffy...I haven't told the others, yet, but she has promised not to go back to the Mayor." Giles took off his glasses and rubbed the bridge of his nose. "I trust her."

_He does, too. And I want to believe her...I want her to be good again. I want her back..._

"No, you don't," Faith said. "You can't. I--you--I'm bad. I'm bad. You don't--"

"I promise you, Faith, it's true. Your actions were wrong, but that doesn't mean--"

"Not you," Faith said. "B. You don't. Not really."

B's face turned pale, then went bright pink. _She really did hear me. What do I think now? She's listening to me--I can't deal with this, she'll know everything, and then..._

"I'm sorry, B." Faith scrambled away from her, trying to escape her thoughts with distance. She got to her feet, still shaky. "I don't mean to do it, I'm sorry. Just--go get the bastard who's killing everybody. You can do it."

"What exactly did you hear, Faith?" Giles asked, standing beside her and putting a steadying hand on her elbow. _I must get her somewhere safe before long._

"Sounded like--it was weird." Faith felt like pulling away from Giles' hand, but she knew he was only trying to help. Somehow the thoughts were stronger when she touched somebody. She concentrated on the voice she'd heard. "I couldn't tell if it was a guy or girl, but they said, 'This time tomorrow I will kill you all'." She paused, then added, "And, before--when I was coming into the school--I heard a guy thinking he wished he was dead."

She looked up when she heard Willow approaching, towing Oz and Xander behind her across the school grounds. She nearly backed away from them--from the anger she felt from Red, especially--but she was a Slayer, and she didn't back away from anything. Giles' thoughts were smooth and calm, coming to her from the touch of his hand, and she drew on his strength to face the other Scoobies.

"Buffy!" Red cried as she nearly ran across the street. "Are you okay? Faith can read minds! I just thought--uh..." She trailed off with a glance at Xander and Oz. "Uh, that you would...want to know. With the...hearing thoughts. And. Um." _ Did Faith hear what Buffy thinks? What will she do? Probably just laugh. She would, too, just to hurt her...And now I'm thinking it. Stupid brain--_

"Yeah, Will, I heard." Buffy glanced at Faith and then deliberately stepped away from her, closer to Red. "She says there's someone in the school who wants to kill everyone. We need to find out who it is, who has a motive." _And find a cure..._

"I think the lunch lady's been trying to kill us for years," Xander said. "But then, who hasn't idly speculated about just blowing this place up?"

"Xander, you're not helping," B said.

"Idly, I said!" _Jeez, nobody can take a joke. If it turns out I'm right about the lunch lady, I'm going to say 'I told you so' every day for a month._

Red tugged at B's arm, pulling her to one side, as if three feet of distance could stop Faith from knowing what she said. "Are you sure she's not just telling us this to get us busy, distract us? She's still evil, isn't she? Working for the Mayor? And what about--" Red made a little nodding gesture and raised her eyebrows, like some secret code. _\--that thing you told me before_, her thoughts finished.

B glanced over her shoulder. Faith looked away, like she was completely absorbed in Xander wondering why Cordy hadn't met him in the broom closet and Oz's metaphysical debate with himself. _I shouldn't trust her...but I do. I haven't spoken to Angel once about what happened, and Willow's right. But I don't want her in my head._

Faith yanked away from Giles' hand and stalked over to them. "Why the hell are you just standing around? You've got until lunch time tomorrow to find some crazy killer."

"Oh, and here I thought one was standing right in front of me," Red said, all false-innocent.

"Willow--" B put a hand on Red's arm, but she shook it off.

"I'm sorry, Buffy, but this stinks." Red glared at Faith and then turned back to B. "After the way you psyched Faith out last week, I think she's just trying to get back at you. She's probably faking that this telepathy is even hurting her. She's going to find out everything in our heads and then go running back to the Mayor to tell him." _Buffy needs to know...Faith's not like Angel. She can't just turn back time. She's not what Buffy thinks. It's not just a Slayer thing, it's Faith. That's all. Just a friend-stealing ho who doesn't have a clue what's going on right in front of her._

"Willow's right, Buff," Xander added. "This is no time to go all Oxygen Network. You can't just cry and hug and forget what she's done." _What she did to me._

Faith looked to Oz, but he only looked back at her mildly. _They're right...even if they're wrong._

"Fine," she said. "I'll find out who it is myself." She rushed past them, back towards the sea of thoughts that was Sunnydale High. If it was possible, they were even louder than before, screaming and laughing and crying. Going towards them was like pushing against a physical barrier, pressing against her own mind's resistence. It hurt like a motherfucker, like a thousand nails driving into her head, and she was hardly back on the school grounds before she collapsed to one knee, then fell forward again. She pushed for the information, for the scent? sound? feel? of whoever the killer was. The pain came in waves, rushing over her, dancing in black spots across her vision.

Then there were hands on her shoulders, pulling her back. _She can't do this to herself. She came back, she needs our help. I'm not going to screw it up this time. There's still so much I need to say to her._

"Come on, Faith. I believe you. I'll find them." B helped her up. "Whoever it is." _I'm going to take her home. Mom still wants to help. She can stay there._ "You hear me? You're going to rest."

Faith leaned heavily on her, walking to the parking lot where Giles had brought his old battered car around. "I can do it," she mumbled. "Red's wrong. I'm not going back, B. I promise."

"Okay," B said. "That's good." _Thank you._

"You're welcome." Faith had lost track of what B was really saying and what was only in her head. She felt drunk and like she had the universe's worst hangover all at the same time, and she couldn't think. She let herself be manhandled into the front seat of Giles' car, still trying to apologise, to explain. "Angel didn't want me, you know. I didn't want him either. Guess that didn't work. We were both thinking--thinking too much."

_Thinking about what? Why can't Angel tell me what really happened? Why can't I tell him how I really feel about him--about what we did?_

"'Bout you, I guess," Faith answered, letting her head roll back onto the seat. Giles got in beside her, his worry blasting out at her, the rest of his mind busy on his remembered research. He started the car, thinking about demon genera and sub-species and magical influences over Slayers. B thumped the passenger side door shut.

_Please don't die, Faith._

"Okay," she whispered, slumping down in her seat. B's mind was wide open to her now, even as they were driving away, and before she passed out again, B's was the last thought she heard.

_I love you._

* * *

Buffy stared after Giles' car until he turned a corner, trying for one last glimpse of the dark head pressed against the window. Willow and Xander ran up behind her--she'd left them all in the dust rushing to get to Faith. Oz followed more slowly, hands in his pockets, watching her with his particular mix of curiosity and understanding.

"So what now?" Xander asked. "Back to the caf for some yummy Jell-O snacks? They're putting grapes in it today. It's crazy, I know, but darn it, it just might work."

Buffy fought down the urge to give Xander a friendly throttling. "No. We're going to research. Will, I need you to look for anything that can cure Faith. Giles said he'd found what kind of demon caused it--the book's on his desk. Xander, you and Oz make a list of anybody who might want to go postal on the school. Find them, question them, tie them down if you have to."

"But, Buffy--" Willow made an apologetic grimace. "We have that quiz on Othello in English today, and..."

"You think that matters?" Buffy asked incredulously. "This is more important. This is--well, there's a killer on the loose."

"But we still don't know that," Xander said. "Okay, I agree, Faith's really sick...but are we just going to believe her?"

Willow shrugged. "I guess Buffy's right. We can't afford not to. I mean, if we don't do anything, and everyone gets killed tomorrow, saying 'Oh, Faith, turns out you were right, oops', isn't going to help."

"Well, I think we should all work on that, then," Xander said. "There's like, eight hundred suspects if we're talking about the whole school. Narrowing it down isn't going to be easy."

Buffy folded her arms against the breeze. That night in the alley, she'd been the one to shove Alan Finch to the ground, caught up in the energy of the slay. She'd been happy, finding the fun, like Faith wanted her to. She'd come so close to saying something--or just grabbing Faith and showing her exactly what kind of fun she wanted to find. And then--she'd almost staked that man herself. One second later, or if Faith had been the one to push him down... It was Ted all over again. That had been the first time she'd lost control, and killed a human--or so she'd thought. Why hadn't she ever told Faith about that? Why did she have to back down when Faith had closed her out? She'd been scared, afraid of what she felt, of what she'd almost done, and now--

She looked up at Willow and Xander, both of them staring at her with concern. Would they have condemned her like they had Faith, if she'd been the one to kill Finch? They didn't know how close it had been...and they never would know; they'd always assume she could restrain herself. But Faith was the poster girl for recklessness, so they just let it all rest on her. They didn't see what Buffy could--that the brash, sexy, overconfident Faith hid someone deeper, someone scared. That was the Faith who had driven off with Giles, her mask stripped away by the pain and the confusion of the demon's aspect.

"We're supposed to be the good guys," she said, finally, quietly.

"Yeah...we are," Xander said, with a confused frown. "See, saving people, right? No mass murders on our watch."

Buffy shook her head. Why couldn't he understand? It was too easy to be self-righteous, play the game as if everything was black and white. "You guys keep saying Faith's evil, but...if we let her die, then what does that make us?"

Xander's face fell, and his dark eyes were solemn. "This is really what you want to do?"

"No," Buffy said honestly. "It's not." What she really wanted to do was to go home and sit beside Faith. She wanted to watch over her, as if being there were the only way to be sure that she didn't fade away. But Xander was in no way ready to hear that. "But it's what we have to do."

Willow reached out and took Oz's hand. "We have to help her," she said. "I know. But it's just--"

"It's Faith, Will," Buffy said. It was all she could say, and it came out sounding weak and lost. She didn't want this--she'd hidden her feelings for so long, and she thought she'd buried them completely. She could have been Faith's enemy, so easily. She could have hated her, turned back to Angel for comfort, forgotten all about this. Left Faith, and all the difficulties she represented, behind. But now, it seemed, everything was forcing her feelings to the top again.

Oz nodded decisively. "So we do it," he said.

Willow smiled at him. "Right. And the sooner the better." She poked Xander in the ribs. "Xander?"

"Yeah. Okay." Xander tried a grin. "Scoobies to the rescue. I won't even hold it against you if we have to write a make-up essay for English class. Come on, Oz, I'll let you play sappy good cop to my tough-as-nails bad cop."

Oz raised an eyebrow at Buffy, gave Willow's hand one last squeeze, and followed Xander.

Willow gave Buffy a little half-smile and touched her hand. "I'm sorry," she said. "I know...with everything...and, okay, I'm supporto-girl, here. I am. But you need to know--I still don't trust Faith not to go running back to the Mayor. And--well, I just don't want to see you get hurt."

Buffy shook her head. "That's not really up to you, Will."

"Yeah...but if it was, I'd kick Faith's butt five ways from Sunday," Willow said. "She--"

"She needs your help," Buffy interrupted. "_I_ need your help."

Willow sighed. "Okay. Right. I am in full research mode. But what are you going to do?"

"I have some things to take care of," Buffy said. "I'll get back as soon as I can."

"All right...if you're sure." Willow tried to hide her worried frown behind a supportive smile.

"Yeah. Go on." Buffy waited until Willow had entered the school and stopped giving her worried glances over her shoulder. Then she set out at a run for Angel's mansion.

* * *

Angel looked up from the book he was reading when she burst through the thick curtains, bringing a swath of sunlight behind her. "Buffy," he said. "I wasn't expecting you..."

Buffy nodded. She stepped towards him, then stopped, and started pacing in front of the fireplace. This would be so much easier if she were the one who could read minds--she'd just see what he thought about her, about what he'd done with Faith, and then... Well, and then she'd be the one going insane, slowly and painfully, but somehow right now that seemed preferable to having this particular conversation.

"Last week--" she started, and hesitated. "When you were pretending for Faith..." She glanced over at him, but he was sitting there with a blank look on his face. Not that that was any different from his normal look, but this one seemed more purposefully blank. She bit her lip, then plunged ahead. "You didn't, uh--I mean, you kissed her, but you didn't--" She tried to finish the sentence by jutting out her chin and making a little hand motion.

"No." Angel set his book down. "Is that what you've been worried about this week? Whether I slept with Faith? Because, Buffy--"

"No, it's not." Buffy stopped pacing and faced him. He leaned forward, his elbows on his knees, watching her with gentle concern. His eyes were dark, nearly the same colour as Faith's, but so different--instead of her wild brightness, Buffy could only see the shadow of a hundred years of brooding. He'd been truly happy just once in all that time, and it was her fault. It hurt, that she still felt _guilty_ for making him happy. And even then it had been a kind of tender, unhurried yearning, because he'd thought he had all the time in the world. If it had been Faith--

Buffy felt her face warm. If it had been Faith, it would have been like getting caught in a thunderstorm, dazzling and unstoppable.

"Buffy, I didn't sleep with her, and I didn't want to sleep with her. Even if it was safe--I don't feel about her the way I do about you." Angel stood and wrapped his arms around her. He was cold, as always, but she remembered how Faith had felt when she'd carried her from the school, the heat surrounding her body like an aura. She shivered, and turned her head into Angel's chest so that she wouldn't have to look at him.

"Do you ever think about the future?" She closed her eyes, listening to the silence where a heartbeat ought to be, feeling the stillness where there should be the movement of his breath.

"Yes..."

She made a small _humph_ing noise, half muffling her words in his shirt. "But not the real future, right? You think about the future where this all somehow works out. I mean the future where the Mayor or a demon or some random vamp kills me, or the one where I get old and you just...keep going."

"I have thought about it, Buffy." His words were set and emotionless and again she thought how different Faith was, how every word she spoke was filled with _ something_, innuendo or anger or laughter.

"And...it's not going to, is it?"

"What?"

Faith would have understood what she meant. She sighed. "Work out. You and me. This. Us."

Angel took a step back and lifted a hand to her chin, trying to make her meet his eyes. She shrugged away from his hand and moved away from him.

"What are you saying?" he asked. "That it's over?"

Buffy picked up the poker and prodded at the dead ashes in the fireplace, keeping her back to him. "When I sent you to Hell..." She swallowed, but forced herself to continue, to talk about the things that they'd refused to acknowledge for so long. "I didn't say goodbye then. I kept thinking that somehow..." She shook her head. "But later--after Faith came--I had to let you go. I came back here. Left your ring on the floor. And the next thing I knew you were running wild in the woods, and then it was just so easy to fall back..."

"Is this about Faith?" At last, she heard something in his voice, hurt and anger, but it felt like it was coming from so far away.

Buffy took a deep breath and turned towards him. "Yes. And no. She--Faith's sick. A demon hurt her. She came back, and--"

"Like I did." Angel was frowning, his eyebrows beetling together. "And you want to think she's reformed?"

"I don't _want to think_ that, I do think it...well, sort of. I mean, I think she wants to be reformed."

"Before Wesley showed up with those idiots from the Watcher's Council, I might have believed you," Angel said. "But now? She doesn't think she can trust us. And, frankly, she might be right. Last week you were holding knives to each other's throats. Now she's making nice, because she's sick? Maybe she's using you to find a cure, and then it's back to business as usual."

"She knows she can trust me," Buffy said simply.

"How?" The word was a challenge.

"The reason she's sick is that she can read minds," Buffy said. "It's killing her."

Angel stalked a few steps away and gave a frustrated sigh, staring at the black-curtained windows. "And this made you decide to come here and tell me you're ending it?"

"It's been ending for a long time," Buffy said. "That's what I came to say."

"Buffy..."

"Goodbye, Angel."

"I'll stay, you know." Angel's gaze was dark, helpless. "To be with you in the fight against the Mayor. But after that--"

Buffy nodded. "You'll leave Sunnydale?"

"Yes." He hesitated, then added, "You and Faith..."

"It's not what you think," she said. _Yet._

"You don't know what I think." Angel's lips were tight. "That night I found you in the alley, with blood on your hands--you think I couldn't smell her on you?"

Buffy felt the blush staining her cheeks, but refused to turn away. He thought he could treat her like she was a criminal, but she'd done nothing wrong. "We'd been dancing."

"I know. I saw you. But I thought it was just her. I didn't know you wanted--" He shook his head. "I thought we were forever."

"I think you know," Buffy said, "that I don't have forever. And you just wanted me to say it first."

"Wait," Angel said.

She stared at him, waiting, but thinking of Faith, sick and helpless.

Finally, with a hopeless shrug, he said, "You're right. I didn't want to be the one to say it. I couldn't hurt you like that."

"I know," Buffy whispered.

She pushed through the draperies blocking the door and walked away from the mansion, and she didn't look back.

* * *

Faith was curled up on B's bed, watching the bright afternoon sun fading to evening. The thoughts weren't as bad here, pretty much as far from the center of town as you could get in a small place like Sunnydale. Now all she could hear was the roar of crashing waves, like she had seashells pressed to her ears. It didn't hurt so bad--her head ached in a dull, pounding way. Every once in a while the power of the minds around hers would grow, or she'd forget to try and block them out, and then--then, she wanted to scream and scream and scream, anything to push aside that endless ebb and flow of every fucking word everyone in the whole goddamn county was thinking.

Faith had woken up when Giles had helped her stumble up the stairs and into B's room. It was weird trying to sleep here, in a room all pastel and frilly, knowing it was all B's stuff around her. It was sort of like being inside her thoughts, but not; like understanding everything about her and not able to figure out whether she _wanted_ to know that much.

Mostly she was thinking about B's last thought.

_I love you_.

Every once and a while she'd feel or hear it again, like a memory, or like B's mind repeating it far away--she didn't know which--and she'd curl tighter around B's stuffed pig. Since when? The night everything had gone bad--that night, she'd seen it, maybe, but she'd ignored it because she figured there was no way it could be true. But B had told Red, obviously, and that made it way more real. Even if Red didn't approve, B was still thinking it.

And the feel of her mind when she thought it--

Downstairs, the murmur of Giles and Joyce's thoughts grew and faded in time with their conversation. Giles' mind was ordered, restrained, with occasional wild blooms of embarrassment or awkwardness that came whenever he remembered that Faith knew he and Joyce had knocked boots. Joyce was in a flurry of anxiety, wondering what she could do. Her thoughts felt like she was wringing her hands together over and over again. And sometimes she, too, would think about Giles and how he'd--

Whoa. Go G-man.

Faith raised her head when she felt B's mind getting closer. On the top of her thoughts was how she'd left Angel, the look in his eyes when she'd said it was over...

Oh, fuck.

This was serious, if B was dumping Angel over it. B was wondering if Oz and Xander had found the killer yet, or if Willow had found a cure, but mostly she was thinking about Faith--and her mind was practically blushing, knowing that Faith was hearing every word of it.

The front door opened, and Buffy said hello to her mom and Giles. They all came trooping up the stairs, hesitating outside the door, as if she wouldn't know they were out there.

"You guys coming in or what?" she finally called.

B opened the door, sticking her head around it like she wanted permission to come in to her own room. Even her thoughts were apologetic.

"Listen, I'm okay," Faith said. "You aren't going to break me."

The image that sprang to life in B's mind at those words was pretty flattering, if anatomically difficult to achieve without stretching first.

"Whoa, B," Faith said. She grinned and pushed herself up in the bed, but didn't say anything more, because if B's face got any redder, her head would probably explode. Plus, as long as she was keeping Giles' and Joyce's secrets, she didn't need to go around blabbing what a dirty mind B had.

"How are you feeling, Faith?" Joyce asked, folding her arms and peering at Faith. _She looks the same as ever. I wish she would let us do more for her. She doesn't need to stay in that ratty motel._

"Not so hot," Faith said, choosing to let it slide that Joyce thought she was still living in her fleabag room. Looked like B hadn't been keeping the updates coming about her going over to the Mayor. She tapped her forehead. "It's getting kinda crowded in here."

"I'm returning to the library to help Willow research the problem," Giles said. "You've given us an accurate description of the demons in question, as well as where and when the incident occurred. I'm afraid that it's mostly a matter of time, now." _I hope._

"Yeah, well, that whole serial killer thing is probably more important," Faith said. "Don't let Xander screw it up."

"Oz will keep an eye on him," B said. _And it's not more important_.

"That's sweet of you, B, but it's like Spock said. Good of the many and all that."

Giles and Joyce exchanged a glance, the kind that adults figured you shouldn't understand, but that quite clearly said, _We're never going to understand them._ They left the room, and soon after, Giles' car started up and drove away. Joyce started puttering around the kitchen, cleaning things that didn't need to be cleaned, and fretting.

B sat in a chair next to the bed and stared at the carpet like she'd never seen anything so fascinating in her life. _I wonder what she's thinking. I wonder if it hurts too badly? Should I go away? I bet it's not much fun listening to me think. I'm babbling in my head. I want to hold her hand...hell, I want to do more than that...bad thoughts! Why isn't she saying anything? What if we can't find a cure? What if someone blows up the school tomorrow? Is that my tee shirt she's wearing?_

Faith sighed. "So, this sucks, huh?"

"I can go if you want," B answered, too quickly.

"That's not what I meant." Faith picked at some imaginary lint on the bedspread. "Just--it's complicated."

B looked up but didn't say anything. Like that would make a difference. _ What's that supposed to mean?_

"Giles said that thoughts can't lie," Faith said. "So I know you mean it."

"Yeah...well..." Buffy shrugged. _I didn't want you to know, you're all get some and get gone, and now this...I'm sorry._

Faith winced. "Since when?"

"I don't know." _Since we killed Kakistos together and you cried and we went and ate Denny's until we dropped...you sat across the table from me and looked so confident after everything that had happened to you. And I didn't know it then, or I didn't want to, but when we went slaying together and told Will and Xander that we were just good friends--and you put your arm around me--I knew._

"Oh." Faith hesitated. "If you were the one who had this goddamn aspect thing, I guess you'd know how I feel. But, shit, B, even I don't know right now. Two days ago the Boss--the Mayor--could have said to mess you up and I wouldn't have argued. But that was just--I was so fucked up about Alan, and I know I have to deal with it. Somehow."

Buffy nodded. _I'm sorry I blamed you for that...we were together in it, I shouldn't have let you be alone afterwards._ "But you--" _you like me, in a more-than-friends way? You want me?_

"Yeah," Faith said, her voice ragged and husky. B wanted her, and it turned her on like nobody's business, but B was still worried that she'd up and leave before tomorrow if they _made love_. "I won't go," she said. "I promised you."

_I believe you._ B reached out, hesitantly, then took her hand, brushing her fingertips over Faith's palm. _She makes me feel all shivery..._

As soon as B touched her, Faith felt her thoughts go crystal clear. All the other voices faded away, and with them, some of the pain. B was nervous, excited, but mostly Faith felt the _want you_ that was lust and love and happiness and who the hell knew what all, all sort of squashed together in her mind. It was like she and _Buffy_ were the same person, almost, because they were both together and she could feel what B wanted and

_She's so beautiful_

she wanted it too, because

_what it would be like to kiss her? Her lips are so sexy, it's not fair_

she'd been thinking these thoughts for about as long as she could remember, and now they were doubling and redoubling in her head and B was

_so wet just from holding her hand_

fucking hot.

"Wow," Faith said, her breath coming in gasps. "Oh, God, really?"

B's blush was answer enough. Her eyes darkened, and she licked her lips, moving her fingertips in swirling _shivery_ patterns up and down Faith's forearm. _Please, Faith..._

Faith grabbed her hand and gave a Slayer-strength yank, and suddenly B was

_on top of her, yay! She's so soft. Got to get these blankets out of the way--I want to touch her--please don't let Mom hear, because eew, and oh, is that her hand? Yes...she's_

pushing up B's shirt and getting it out of the way. Faith scrabbled out from under the covers even though _she's not wearing pants_. She twisted B around, getting on top, sucking her nipples through the lace of her bra. B felt it

_Yes, that's so good, please don't stop_

all the way down between her thighs, like Faith's mouth on her breast was connected straight to her clit, and Faith whimpered against B's skin because she was feeling it double, once as the press of B's knee into her crotch, next as the wonderment in B's mind as she bit her lip to keep from yelling

_oh fuck Faith!_

Faith grinned that B would say in her head what would never pass those cherry-gloss lips. She unhooked the bra and flung it away, ran her hands over B's breasts, feeling the uneven hitch of B's breath. B got a hand behind her head and pulled her down for

_the most amazing kiss I've ever felt, God she's good. Tastes like cigarettes and toothpaste. Mmm, get that shirt off her, quick, I want her, want_

to suck on Faith's lower lip. B caught it in a playful bite, her hands shoving at the skin-tight tee Faith had taken from one of her drawers. Faith grunted but broke the kiss long enough to pull the shirt over her head, smiling at B's

_Wow..._

appreciation. B grinned back, _you don't know how long I've wanted to look without getting caught, you were always looking to see if anyone was checking you out._

"Because I figured you were," Faith said, and was surprised at the sound of her own voice. B lifted her hands and ran her fingers lightly over her breasts. She

_can't believe I'm doing this, but just look at her, she's_

going crazy wanting more. Faith moved closer, kissing B again, working her hands down to unzip B's pants. She pushed one hand down the front of her panties to feel the slick heat, curling her fingers to press the heel of her palm into

_oh GOD_

the exact right place. B whimpered into her mouth, bucking her hips, her jeans rasping against the back of Faith's hand, and

_right there, oh right there..._

moving her hands down to Faith's hips to return the favour. Faith twisted to let her closer, the frantic sound of B's thoughts making her give up any idea of this being slow or romantic because

_got you now. Feel that? Is that good? I hope I'm doing this right, you're so   
tight, oh, there--there--_

"Yes...B--" Faith let her head drop and squeezed her eyes shut. She rubbed her hand up and down the front of B's pants, pinching her clit and teasing the top of her hole. She was feeling only B's fingers buried deep inside her and B's mind writhing farther and farther away from thought until all that was left was

_Faith oh god yes please please harder ah--FAITH--_

and there were no thoughts, none, she was empty and flying but she could feel B flying with her and she clenched down on B's fingers and at the same time B's mind stuttered to a halt and there was nothing, and it was good

_so good_

and she was nearly ripped out of her skull with pleasure. She kissed B and B was

_kissing her_

and they came back together. B's mind was still trembling with aftershocks, little nerve-bundles firing randomly, and she was tired and warm and happy and she

_love you, Faith_

and Faith knew it was true, it was all true.

"I love you too," she said, dropping a kiss into the hair at B's temple.

B's mind filled with a sort of wild joy, and Faith hugged her tight. She fell asleep in B's arms and dreamed of drowning in an ocean of thoughts.

* * *

Faith's thrashing woke Buffy up the next morning. She was feverish, and when Buffy called her name, she opened her eyes but didn't seem to see anything.

Buffy wanted to stay--to hold her, to protect her--but it would do no good; and besides, she'd made a promise. She dressed quickly, slipped out of the house, and headed for school.

The lunch bell was ringing as Buffy ran across the field, looking wildly around her. Everything seemed normal, students eating lunch, tossing Frisbees, lounging around the quad. She looked upwards and saw a glint of light in the bell tower, the shadow of someone peering down into the courtyard. The face was familiar--a guy she'd seen around, but never taken much notice of--Jonathan. He moved again, and she saw the gun in his hands. There was their murderer.

Buffy sprinted across the quad and hopped up on the banister of the wide stone staircase. She ran up the banister, balancing easily, and jumped for the roof. She got a one-handed grip on the rain gutter and swung up to catch a better hold. With a flip, she heaved herself up on to the roof. She scrambled across the tiles, heading for the bell tower, and leapt straight through the rough boards that covered its nearest window. Jonathan started and jerked his rifle around, pointing it at her, looking like a rabbit caught in the sudden glare of headlights.

"Jonathan," she said, fear and excitement charging through her. Her Slayer-instinct told her to rip the gun out of his hands, but she took a breath and held out a hand to him, palm up. "Please. It's not worth it."

He snorted derisively. "How would you know?"

"No matter what they've done, they don't deserve to die, Jonathan," she said, keeping her hands steady with an effort.

"Die?" He backed up a step or two, the bullet casings clinking around his feet. "You thought I was going to shoot everybody?" He sounded offended at the suggestion.

"You mean...you weren't?" she asked, confused. "Then why are you up here with an assault rifle?"

He seemed as bewildered as she was at the question. "I was going to kill myself," he said.

"Oh." Buffy stepped towards him. "No...Jonathan...please. You don't want to do this..."

"You don't know what I want," Jonathan said. Tears slipped slowly down his cheeks. "You're so perfect, you probably wouldn't even care if I did it, you're just saying that because you think you're supposed to."

"It's not like that," Buffy said. "I want to help you. Give me the gun."

"No!" His fingers whitened where they held the barrel. "Get away from me!"

"Jonathan--"

"Stop saying my name like we're friends!" Jonathan lifted the weapon and pointed it at her, its tip shaking slightly but still aimed directly at her chest. "We're not friends. You never even talked to me before--"

"I know..." Buffy held still, her hands out. Jonathan was sweaty and pale, his eyes jumping from her face to the gun to the door. Buffy knew she could grab the rifle away from him, but something stopped her--something about the fear and hurt in his dark eyes. She said, slowly, "You know, Jonathan...I'm not perfect. I have this friend, Faith--"

"The one from the Bronze?" Jonathan asked, his grip loosening slightly on the rifle.

Buffy nodded. "She's very sick..." She felt the tears pushing at her throat, burning behind her eyes, but she forced the words out: "Dying, maybe." She looked out the wide casement to the quad below them, where everyone was enjoying just one more sunny Sunnydale day, eating lunch, fooling around. Their voices drifted up to the bell tower, but she couldn't hear words, just the sound of it, one wide wash of conversation. She wondered if that's how it felt for Faith--so much noise, but nothing left to make sense.

"Yeah, well--" Jonathan shoved the rifle higher again. "Why should I care about her? She never even noticed me...nobody does."

Buffy sighed. "A while ago...Faith did some terrible things. And she thought that they were so bad that we could never forgive her--so bad that we'd stop caring about her. So she left us. She went away, but we--I still thought about her, you know?"

"So?" Jonathan said it harshly, but she could see him faltering.

"So, we never talked about it--about what she'd done. But when she got sick, she came back, and--and she knew that I still cared for her." Buffy paused, then said more softly, "That I loved her." Outside the window, everything was too bright, too perfect--the green grass and the cloudless sky. When she looked back, Jonathan was staring at her wide-eyed. "And if she'd stayed away for good I wouldn't be able to tell her that," she said. "If she hadn't come back, I'd hate myself for never...letting her know...before it was too late." She walked to the window embrasure and leaned on the sill, staring down at the students. "All those people down there--they all have things like that, things they feel but they'd never say. And if you did it, if you killed yourself, I bet you'd be surprised how many of them would hate themselves. You might not know who, but they care. They do."

"I'm sorry," Jonathan said. "About your friend."

"Yeah..." Buffy turned around and stepped slowly towards him. "So...will you give me the gun?"

Without waiting for an answer, she took another step forward, and another, until she felt the cold metal of the barrel in her palm. Jonathan swallowed hard, his shoulders slumped, and he let go of the stock. Buffy ejected the round from the chamber, and the cartridge landed on the floor with a loud chink.

"You know I could have taken this from you?" she asked quietly.

"Yeah," Jonathan said. They stared at each other for a moment, then Jonathan knelt down and started gathering up the scattered bullets. Buffy broke down the gun and packed it in its case.

He passed her the bullets and watched her close the case. "You really...I mean--you probably trust me, huh? To tell me all that?"

"I guess I do," Buffy said. "You seem like a trustworthy guy."

"Well..." He smiled a little. "Thank you."

Buffy returned the smile. "Come on. Let's get out of here."

She followed him down the rickety staircase that led them back to the courtyard. She tried to pass him the rifle case, but he shook his head, again with that small smile. "I've got to go," she said. "I'm sorry."

"I know...you have to save the world, right?"

"Yeah," she said wryly. "That's it."

Jonathan nodded, as if all his suspicions had been confirmed. "I figured."

Buffy took off at a run, the rifle weighing her down. She headed for the library, hoping that Willow or Giles would finally have a clue. If not--

But she didn't want to think about if not.

She was passing the cafeteria when she heard Xander's shout, and she skidded to a halt.

"Poison! The food's been poisoned! She's trying to kill us all!"

Buffy rolled her eyes but changed direction, slamming through the cafeteria doors. Xander was rushing from table to table, shoving trays and lunches to the floor. As Buffy made her way to him, the lunch lady exploded out of the kitchen with a giant meat cleaver in her hands. She barreled towards Xander, lifting the cleaver over him. Xander tripped over a fallen chair and sprawled beneath her, raising his arms defensively. Buffy shoved past the last few people in her way and swung the rifle case at the lunch lady's head, clonking her a good one to the temple. She dropped like a pole-axed steer, whatever that was, and Buffy caught the meat cleaver before it could embed itself in Xander's forehead. Xander lay on his back, eyes squeezed shut, muttering, "I told you so. I told you so. I told you so," over and over again like a prayer.

"You did," Buffy said. "Giles will probably have a heart attack. We'll rename it 'Xander Was Right Day' and have an annual parade in your honour. But, Xander?"

Xander opened one eye and squinted up at her. "Yeah?"

"You're lying in the Mushroom Surprise." Buffy gave him a hand and pulled him to his feet. "Did you guys find anything?"

"We thought it was Freddy, at first," Xander said. "I was looking for him when I saw the Jell-O...uh, I mean, the lunch lady making strychnine into secret sauce."

"Did you find anything that might help Faith?"

"Oh. Right." Xander brushed at a noodle on his shirt. "Willow and Giles are checking something out--they think they almost have it..."

Buffy was running again before he'd managed to finish his sentence.

In the library, Willow was sitting at the table, Giles hovering above her and reading over her shoulder. "Buffy!" Willow said. "I think we've found it."

"What is it?" Buffy asked. "What do we have to do?"

"Ridiculously simple when you see the answer, like most puzzles," Giles said, hefting the thick volume Willow had been reading. "Mythical transubstantiation has long been one of the more common aspective sacraments, and--"

"Time becoming an issue," Buffy said to rush him along. "Will?"

"Faith needs to eat the heart of the second demon," Willow explained.

"Oh, yeah, dead simple, once you figure it out," Buffy muttered. She opened the door of the book cage, reaching for her favourite throwing knife and a serrated dagger.

Willow followed after her, reading from the sheaf of notes she'd taken. "There's no ritual preparation or incantations," she said. "You just need to carve out the heart and bring it to her. And we know Faith found them in Shady Glens Cemetary originally, but that she chased them to the playground near Restfield afterwards. You've got to make sure you don't get any blood on yourself or this is just not going to end well."

"Right." Buffy sheathed her knives and stuck them into her waistband. "Anything else?"

"Yeah." Willow put her notes down and smiled at her tentatively. "Good luck."

"Thanks, Willow." Buffy eased down the part of her that was geared up in full Slayer mode, enough to say, "I couldn't have done this without you...you know...all of this. You--you're my best friend, you know."

"Yeah, well...just...I don't know," Willow said softly. "It'll be okay. You'll find the demon, and, after that...Don't mess it up, okay? No more mopey Buffy."

Buffy nodded. "Promise."

"Right." Willow jutted her chin out and pulled a total Resolve Face. "Now, what are you still doing here? You've got demons to slay! Hearts to extract! People to save!"

Buffy touched Willow's arm, and stepped past her out of the cage. Giles pushed his glasses up his nose and gave her a small, encouraging smile. She checked her weapons one last time and sprinted from the library.

* * *

White scaly wormy mouthless demons did not have a lot in the way of camouflage. In mid-afternoon there would be nowhere, even in Sunnydale, where they could go unnoticed; so Buffy first checked all the larger mausoleums in Shady Glens. They were all empty, except for one newbie vamp that she didn't even pause to fight--she just kicked his door down and burned him to a crisp. She was making her way through the small stretch of Breaker's Woods that separated Shady Glens from Restfield when she felt the demon coming.

Buffy curled her nose up at the reek of it. Before it could leap out of the bushes at her, she sprang after it, grabbing it as it rushed her and turning her hip to throw it head-first into a bunch of scraggly spruce trees. It shook itself and came at her again, more slowly, its claws extended. Buffy fell back, looking for room to maneuver in her usual style, but the thing turned and ran. Rage slammed through her. She couldn't let it escape; she couldn't fail Faith, not this time, not again.

Throwing caution to the winds, she let the Slayer part of her take over, forgetting everything to do with strategies and tactics. There was only the need to kill, the endless energy of every move she'd ever learned, every fighting style she'd absorbed in long sessions with Giles, and later, with Faith. Catching up with the demon, she gave it a terrific roundhouse kick that impacted its ribs with a sickening crack. It went flying ass over elbow, and she kicked again before it could get up. She launched herself on top of it and pummeled its face, losing herself in the feel of meat and bone giving way beneath her fists. The demon tried to lift its arms and push her away, and it got in one blow that brought her back to her senses. Without a pause, she reached for her dagger and plunged it into the demon's neck, twisting away from the gout of silvery blood that sprayed upwards.

As quickly as she could, she dug her blade into its chest, sawing at the ribs until they snapped, and covering her hands with her shirt sleeve before scooping the blue muck of its heart into a baggie. She sealed it and set out for home.

For Faith.

Buffy nearly burst the front door off its hinges pulling it open. She ran past her mom without even a glance, bounding up the stairs four at a time. She headed for her room, where only yesterday she'd been so happy, but something was wrong. She could feel it. There were no Slayer-tingles, no sense that Faith was nearby, and she felt a sob trying to cut off her breath because if she couldn't feel Faith then maybe she was too late, and she couldn't be, no, she couldn't, please--

She didn't want to know, but she had to. She opened the door to her room slowly.

The bed was empty. The breeze ruffled the curtains at the open window.

Faith was gone.

* * *

Faith was shivering and couldn't stop. She wanted to cover her ears, but her hands were shaking too hard to control them. She was burning with fever, lines of fire scalding her arms, her legs, her stomach. The flames screamed through her mind--but she had no mind left. It was gone. There was only a thousand thoughts, a million voices, and one of those voices was loudest and closest and it was laughing at her with gentle good humour.

_My Faithy...such a silly little girl..._ The Mayor shook his head with amused exasperation. _Never going to learn, hmm?_

She was on the floor in his office, curled around herself protectively, shaking and crying and hurting. She'd meant to come here. She remembered that much--not how she'd gotten here, though. It came back slowly. The sewers...she'd found a vamp that worked for the Mayor, one of the few smart enough to bring her to City Hall instead of feeding on her and asking questions later. The emptiness inside his head had scared her, because she didn't know what he was going to do and there was no way she could have fought him. But he'd known enough to be even more scared of the Boss if the rogue Slayer suffered from accidental blood loss.

"Now, what have you been up to, lately, Faith?" The Mayor was crouched beside her, his elbows resting on his knees, his hands clasped together loosely. He tilted his head, a small smile on his face. There was nothing but black anger in his mind, an incoherent rage that clawed at her. He was going to kill her. Slowly. She could see the plans forming in his mind, the tortures turned over and chosen like a neat and orderly To Do list. She wanted to scream, but she didn't even have strength enough for that, and she only moaned.

"I told you to watch the Slayer and her friends...not to get all chummy with them. And what have they done to you? Not such good friends after all...but then, I thought you knew that." _The little whore has turned traitor on me. And to think I was going to let her live gloriously at my side after my Ascension. We're well into the Hundred Days; I can't afford to have anything go wrong before the Box of Gavrok arrives. Whatever has happened to her is probably some plan cooked up to test me for weaknesses. That's the thing about invincibility, though...there are none._

"Boss..." Faith said, forcing her words out from under the weight of thoughts that blanketed her mind. "Those fuckers...did something to me. You gotta help me."

_As if she didn't spend the night with Buffy Summers. She thinks she can fool me. I guess I'll just have to teach her otherwise._ "What did they do to you, Faithy? Hmm?"

"Don't know. Tried to kill me. It hurts..." That much was true--horribly, excruciatingly true.

_I might as well let her suffer. It's quite amusing, really; if I cancel my three o'clock, I could watch her die. I should try to figure out what she's up to first, though. Work before play._ "And what do you think I can do for you, Firecracker?"

It felt like her brain was going to start leaking out of her ears at any moment. Faith gathered together the last shreds of her sanity, the reason she was here. She had to hold on. She could feel B coming, coming to rescue her--her mind cold with purpose and doubt. The Mayor's mind was still closer, though, and Faith latched on to it. She forced one hand out to touch him, her fingers flopping against his foot. Their connection grew stronger at once. His mind was quick and sharp, cutting away at her lies like a knife, working out why she was here. There was only a moment left, one last chance.

"Tell me about the Ascension," she whispered.

"What?" he asked. On the surface of his mind, she heard the question, _How does she know about the Ascension?_ But deeper, in the hidden parts of himself, she saw more: gigantic skittering spiders emerging from an iron chest, the Box of Gavrok; the candles and the rites performed from the swirling script in the Books of Ascension that she'd stolen for him; and last, the round shadow eating the disc of the sun in a total eclipse just as he burst out of his skin. He was becoming a true demon, a gigantic snake, towering above fleeing parents and students. Behind him a flapping banner read "Congratulations Class of 1999", and she heard him reciting the rough draft of his commencement address.

That was his plan.

The doors to his office burst open. B stood there, a stake in one hand, a huge semi-automatic assault rifle strapped over the opposite shoulder. The Mayor stood quickly, kicking away Faith's hand, and his mind was lost in the babbling confusion of voices around her.

B moved forward, keeping one cautious eye on him. She knelt beside Faith and lifted her head. "Here," she whispered, holding out a flask filled with a thick blue liquid. "Drink this."

The Mayor watched impassively as B helped her drink the stuff. It tasted awful, and she nearly choked, but from the moment she felt it on her tongue, all the voices started fading away. She closed her eyes, feeling hot tears of relief trailing down her cheeks. The pain was going, thank God.

And the Mayor still hadn't moved. "If you think you can just walk out the front door again," he said to B, "you're sorely mistaken. For a young lady with your history with the police, I'm pretty sure carrying a weapon like that is a felony."

"You're probably right," B said, standing to face him. "And yet--strangely unworried."

"Your little trick failed," the Mayor said.

B looked confused, but he didn't stop there, only asked, "Did you meet my guards on your way here?"

"You mean your pet vampires?" B twirled her stake between her fingers, then put it back in her pocket. "Little tip--you might want to call the maid in to vacuum."

The Mayor nodded reflectively. "And it's so difficult finding good help these days. I'm not the sort of employer who can place want ads in the local papers. And the dental plans are atrocious. Well, there's nothing for it; I'll just have to kill you myself."

"I can't wait to see you try," B said. She lifted the gun and aimed it at his heart.

"You think you can stop me with that?" the Mayor asked, chuckling. "Dear girl, I hate to be the one to disappoint you, but there is the small matter of my invincibility to overcome."

B glanced at Faith. "Maybe I can't kill you, but I'm betting I sure as hell can make you back up a step or two."

"And then what? You rescue my little Faithy and live happily ever after?" The Mayor shrugged and calmly walked behind his desk. He sat down and leaned back in his chair, smiling easily at B. "Are you sure that's what she really wants?"

B looked at Faith again, and Faith remembered the doubt she'd felt in her mind as she was on her way here. Faith had promised not to come back to the Mayor, and here she was not even a day later. But B didn't understand...and Faith couldn't tell her why, not if she wanted the two of them to get out of here alive. She knew the Mayor's plans now, and he'd do anything to stop her--if he knew. Their only hope was in hiding the fact that she'd been able to read minds from him until they were safely gone.

"Ah, ah!" the Mayor said. "Don't let her try to convince you. After all, I think she's played us both today, don't you? Promised us her loyalty only to turn around and stab us in the back."

"B..." Faith said, pushing herself into a sitting position. "Shoot the bastard. It won't kill him, but it'll hurt like a son of a bitch."

"What makes you think you can trust her?" the Mayor asked. "Please don't tell me this is all the result of _true love._ I'm quite sure Faithy doesn't know the meaning of those words."

B glared at him. "But I do," she said, and started firing.

The bullets ripped through his body, each one jerking him back, until his chair nearly tipped over. He frowned, mildly irritated, as he struggled to stand up and the assault repeatedly shoved him back. The ragged holes burst through his chest and stomach, exploding chunks of his flesh away. There was no blood. Faith scrambled to her feet and headed for the door. She still felt sick and dizzy, but she could feel her power pouring back. Maybe they had a chance--but the Mayor's wounds started closing immediately, skin and muscles knitting together seamlessly. B kept up the barrage until the rifle's magazine was empty, then backed towards the door after Faith. Before she'd reached the door, the Mayor was on his feet and rushing her.

A buzz came from the phone on his desk. They both stopped, B with the new clip of bullets nearly ready to shove in place, the Mayor half way across his office. "Mr. Mayor?" came the voice from the intercom. "There's a crowd of reporters here to see you. They're all demanding that you comment on the incident at the high school this afternoon. Something about a murderous lunch lady trying to poison the students?"

"Oh, dear," B said, faking her concern. "You mean, somebody actually phoned the papers about something bad happening in Sunnydale? I guess that doesn't happen too often."

"You--" The Mayor shook his head, grinning, but it was more snarl than smile. His suit flapped around him, torn and scorched with powder burns. "You're a clever one, aren't you?"

B didn't answer. She took the rifle's strap off her shoulder and tossed the weapon to the floor in front of him. She took Faith's hand and led her out into the hall. Turning, she gave the Mayor her sweetest smile, and said, "Have fun at the press conference."

And she and Faith walked straight out the front doors.

* * *

"So why'd you do it?" Buffy asked. They were walking side by side down Revello Drive, not touching--Faith had dropped her hand when they passed through the crowd of reporters in City Hall. She still looked too pale--she wasn't even wearing any of her dark cherry lipstick, because she'd been too sick. The pain-lines had left her face, though, and that was definitely of the good. But that didn't stop the question from slipping out--why?--because Buffy might be in love but she wasn't stupid.

"Why'd I go back, you mean?" Faith gave a humourless laugh. "Hey, I didn't know what you meant. Must mean I'm getting better, right, girlfriend?"

"Faith." Buffy stopped and waited until Faith turned around and looked at her. "Why'd you break your promise?"

Faith shrugged and looked away. "It's not much of a promise if no one believes you when you make it."

"I did--"

"You didn't." Faith met her gaze, then, and Buffy saw the hurt in her wide dark eyes. "Even if you thought you believed me, you really didn't--'cause the whole time you were worried that Xander and Red were right and I was gonna squeal on you the second I got the chance."

Buffy looked down at her feet. How dare Faith use what she'd been thinking against her? "And that's exactly what you did do, so I guess they were right after all."

"And you don't believe that either," Faith said. "Or you'd have shot me instead of the Mayor. I know you got no problem killing lovers who go all Dark Side on you."

Buffy glared at her and shoved past her, continuing down the street. Bringing up Angel like that was just not fair.

"So you wanna know why?" Faith asked from behind her. "I did it 'cause I love you."

Her voice seemed incredibly loud on the empty street. Buffy spun around on her heel. Faith was standing where she'd left her, looking cocky and proud and...sexy as hell, damn her.

"You were never gonna trust me," she said. "Even if I stayed and got all happily-ever-after with you. You'd always wonder, and so would Xander, and so would Red. Thinking I'd leave whenever things got rough, or worse, that I was playing you the whole time."

Buffy shook her head, feeling tears pushing up in her throat, not because of Faith's accusations but because she feared they might be true. And no matter what kind of good intentions either of them had, they wouldn't stay together if they didn't trust each other. "That still doesn't answer why," she said.

Faith walked up to her, until their faces were inches apart. "And it's not like I blame you," Faith said softly. "Hell, after what I pulled, I wouldn't trust me either."

"But I want to," Buffy said. "You probably think I'm a sucker."

"Nah...just...good," Faith said. "Like, you trust people cause you expect them to be worth it. And that's why. I went back cause I had to prove myself to you. Show you I was worth it. I could hear his thoughts, you know. So I went and asked him about his plans--no way he was going to tell me, of course, but it's like saying don't think about the Stay Puft Marshmallow Man."

Buffy smiled at that--she couldn't help it. "So pretty soon all of downtown Manhattan is covered in s'mores goo?"

"It's like you read my mind," Faith answered, grinning. "I got most of it, I think, what he's up to. With Giles and Red doing the research bit, I bet we can put one gigantic kink in his plan."

Buffy's smile widened. That, she could trust. Because if anyone knew their kinks, it was Faith.

"You thinking something dirty, B?"

Buffy blushed. "How would you know?"

"I may be cured, but I'm not dumb," Faith said. "Besides, last night...I think I got a pretty intense crash course in What Buffy Summers Thinks. It was very enlightening, believe me."

"I do." Buffy grabbed Faith's hand and dragged her down the street. "I believe you, Faith."

"Want me to guess what you're thinking now?" Faith asked, laughing as she ran behind Buffy up her front walk.

"No." Buffy opened the door, and nearly ran into her mom. "Hey, Mom, guess what? Faith's cured. She needs to rest, though. Rebuild her strength. It's all very complicated. Well, it sure is getting late, don't you think? Yep. Late. That's what it is. Well, I'll be turning in, then. Hitting the hay. Grabbing some Zs. Raveling up my sleeves of care. Good night."

Without pausing to see what her mom thought of her babbling, Buffy pulled Faith up the stairs and into her room. Faith was still laughing, even as she shut the door behind her. Buffy pushed her up against it, using her whole body to pin Faith there, and Faith's laughter cut off abruptly. Buffy reached up and pressed her lips against Faith's, moving her hands down to hold Faith's hips. Faith opened her mouth immediately, and Buffy closed her eyes and fell into the kiss. Even through their clothes, Faith's body was incredibly warm, and Buffy just wanted to sink deeper into her. She pushed forward, moving her hips, loving the sound of Faith's half-swallowed sigh.

You'd think with two hundred years to practice, Angel could have learned how to do _this_. And she was so glad Faith couldn't hear her think anymore.

The kiss grew hotter, faster, harder, and now Faith was the one pushing, her hands running over Buffy's body, just a little rough. Buffy whimpered and let herself be urged backwards until her knees hit the bed and she fell back on her elbows, breathing hard. Faith stood above her, her eyes dark and predatory.

"Hey," she said, her voice at that deep, rough pitch that sent shivers down Buffy's spine. "What happened to resting?"

"Well, if you want to rest," Buffy said, "be my guest. I'll just lie here, watch you sleep, maybe braid your hair..."

"Like hell," Faith said, and leapt on the bed so that she was straddling Buffy's hips. "You wouldn't stop now."

"I might," Buffy said, trying for indifference. She made an effort to even out her breathing and ignore just how close Faith was and if she shifted just so they would be pressed together...

"Oh, yeah?" Faith sat down and rolled her hips forward. Buffy gasped and returned the thrust before she could think about it. "That's what I thought."

Before Buffy could think up a suitable retort, Faith was kissing her again, and thinking seemed like a pretty stupid waste of time considering where she could be focusing her attention. She pulled off Faith's shirt and cupped her breasts, pinching her nipples until they peaked in her hands and Faith was rubbing against her.

"Mmph," she said into Faith's mouth, and Faith looked up for a moment.

"What?"

"Resting...bad," Buffy clarified. "You...good."

Faith grinned. "You ain't seen nothing yet." She kissed her way down Buffy's body, throwing her clothes away as she went, mouthing her nipples and swirling her tongue in Buffy's bellybutton. Buffy sighed and let it happen, tracking Faith's progress with one part of her mind, the rest of it occupied only in enjoying the sensations.

Faith was kissing her inner thigh, long, sucking kisses that started down near her knees and ended before they got anywhere fun. Buffy moaned and shifted and still Faith refused to go any higher.

"Ah...please, Faith..."

Faith sniggered. "I'm not a mind-reader, B. You want it, you gotta say it."

If Faith thought a little embarrassment was going to stop her, she didn't know much about Buffy's thought processes after all. Buffy smiled, glad enough of that, because even if they weren't keeping secrets, a few surprises now and then could really liven things up. She met Faith's eyes and said, very seriously, "I want you to go down on me, Faith. I want you to eat me out, I want to feel your tongue on my clit, I want you to suck and bite and lick until I'm begging you to make me come, and then do it some more."

Faith's jaw had dropped slowly throughout this speech, her eyes going wide, and she licked her lips before she spoke. "Oh, _shit_, that is not fair. That is way too fucking hot."

"And," Buffy said, enjoying Faith's reaction, "I want to do the same to you. At the same time."

Faith grinned. "I love it when you talk dirty."

She shifted quickly, until her knees were on either side of Buffy's head, and without a pause, she buried her face between Buffy's thighs. Buffy nearly jackknifed off the bed, it was so sudden, and then attacked Faith with the same enthusiasm, tasting the slick saltiness of her arousal. Faith stiffened for a moment, moaning, the vibrations of it shivering through Buffy. Buffy raised her hands and put her fingers to work, too, using everything she'd learned last night and mirroring Faith's actions, trying to set aside her own pleasure and focus on making Faith come harder than she ever had before. Faith was squirming above her, hot and sweaty and frantic, and Buffy figured that meant she was doing good. She nibbled and thrust her fingers a little harder, a little rougher, and Faith shuddered at her touch. She slowed her own movements as Buffy drove her towards orgasm, and it was maddening and amazing and she was so close...

She stopped caring about who came first because all of a sudden it didn't matter, all that mattered was this wash of exquisite feeling that started in her thighs and spread through her entire body and Faith was pressing into her hands and she was sucking on Faith's clit and Faith was wet and making strangled noises deep in her throat. It faded, slowly, and Faith gasped and rolled over on her side. Buffy realized she'd somehow managed to end up with her feet on the pillows, and wriggled around until she was laying next to Faith.

"So..." Faith said finally, her breath slowing. "How long do you think I'll be sick for?"

"You could get away with Mom bringing you chicken soup for two days--three, tops," Buffy answered, her voice muffled by the pillow. She couldn't move. She would never move again. Okay, maybe she would, and maybe she'd even feel as good as this at some point in the future, but there were no guarantees, so that was a big 'no' to the moving. "Bed rest? Probably a week."

"If I follow your rules about resting for a week, I'll probably die," Faith mumbled. "And what a way to go."

"This has been very stressful for me," Buffy said. "I think I'll need a lot of rest too."

"Good," Faith said. She grabbed the covers and pulled them over the two of them. "In that case, I think I'll recover. Eventually."

"Very eventually," Buffy said, and snuggled closer to Faith's warmth even as she was falling asleep.

* * *

"So let me get this straight," Xander said for the fourth time. He slung his backpack over one shoulder as they waited for class to end. "Faith is really good now?"

Buffy nodded solemnly. "Yes. Yes, she is really good."

Willow rolled her eyes and smacked Buffy's arm. Buffy grinned at her. Willow had been pulling double shifts on best-friend duty, listening to Buffy for hours on the phone, describing in perhaps too much detail just how good Faith was. Xander, on the other hand, had no clue, and Buffy was having a hard time holding back her giggles every time he asked again about the status of Faith's evil tendencies. It wasn't exactly going to stay a secret long, she knew, since Faith was meeting them for lunch; but until then, she was having fun speaking in double entendres that only Willow understood.

"What Buffy _means_," Willow said now, "is that Faith went to the Mayor because she knew she could hear his thoughts."

"So she stole my idea!" Xander said, pushing open the classroom door as the lunch bell rang. "I'm the one who was worried that she'd hear all our plans."

"We're already having one 'Xander Was Right Day'," Buffy said as they headed down the hall to the doors. "The calendar couldn't stand another one."

"Anyway," Willow continued, "now we know more about the Ascension. We figure that if we can stop the Mayor from getting this Box of Gavrok, we'll be able to stop him from turning into a demon at Graduation."

"Well, I guess we'll just have to find another way to liven up the ceremony, then," Xander said, sighing. "Because, you know, I could have been a key guy. We could have gotten everybody armed with crossbows and flame throwers..."

"Dream on, Xander," Buffy said. "Who would you ask to help with that? Larry? _ Harmony_?"

Xander shrugged easily. "You never know."

"I'm just glad we won't have to," Buffy said. "Faith and I will get the box. No box, no demon. The end."

"I guess that means you and Faith are doing okay again," Xander said.

"Oh, we're _doing_ great," Buffy said, with another grin at Willow, and got a second eye roll for her trouble. She was beginning to think that Faith's tendency to think only in terms of sex was rubbing off on her. Hmm...Faith...sex...rubbing...yeah, she was diseased, all right.

They left the school and skipped down the steps, heading for their lunch spot across the street. Faith was leaning against a tree, waiting for them. When she saw them, she came sauntering across the lawn to meet them, her thumbs hooked in her back jeans pockets, her dark hair waving over her bare shoulders. She grinned and licked her lips as she looked Buffy up and down. Buffy smiled shyly at her and held out her hand. Faith hesitated for only a moment before taking it and falling into step beside her.

"You're turning me into a mushbrain," she said, stroking her thumb over the back of Buffy's hand.

"That's my plan," Buffy said. She turned in front of Faith, blocking her path and pulling her close for a kiss. She'd meant it as a brief hello, but she'd forgotten that with Faith involved, "hello" was likely to turn into a conversation of great length and depth and..._mmm_.

When they broke apart, Xander was staring at them, his mouth hanging open. Willow waved a hand in front of his face.

"I think you broke him," she said. "You couldn't have warned him first?"

"This is way more fun," Faith said. "Sorry, Xandman, but you knew I liked the ladies, didn't you? You were sure thinking it enough the other day."

"Yes, but, you--Buffy--and--huh?"

"He might babble for a while," Willow said. "Come on, let's go."

They continued across school grounds to their lunch spot, Xander trailing behind them and muttering things to himself.

"I guess this means we shouldn't tell him that we've had the mad sex," Faith said loudly.

"Twice," Buffy agreed.

Xander walked into a tree.

_end_


End file.
